UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                   FORM 10-QSB

(MARK ONE)

[X]     QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
        EXCHANGE ACT OF 1934 FOR THE QUARTERLY PERIOD ENDED MARCH 31, 2001.

                           OR

[ ]     TRANSITION  REPORT  PURSUANT TO SECTION 13 OR 15(d) OF THE  SECURITIES
        EXCHANGE ACT OF 1934 FOR THE TRANSITION PERIOD FROM _____ TO _____.


                        COMMISSION FILE NUMBER: 333-30914

                                 XTREME WEBWORKS
         ---------------------------------------------------------------
        (Exact name of small business issuer as specified in its charter)

           Nevada                                       88-0394012
----------------------------------------            --------------------
(State or other jurisdiction of                     (I.R.S. Employer
 incorporation or organization)                     Identification No.)

  8100 West Sahara, Suite 200
      Las Vegas, Nevada                                   89117
----------------------------------------            --------------------
(Address of principal executive offices)                (Zip Code)

                                       N/A
         ----------------------------------------------------------------
         (Former name, former address and former fiscal year, if changed
                         since last report.)

Indicate by check mark whether the registrant: 1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the past 12 months (or for such shorter  period that the registrant was required
to file such reports),  and 2) has been subject to such filing  requirements for
the past 90 days.
YES [X]   NO [ ]

State the number of shares outstanding of each of the issuer's classes of common
equity, as of the latest practicable date:

         At March 31, 2001, there were 3,797,066 shares issued and
         outstanding of the Registrant's Common Stock, $.001 par value.

Transitional Small Business Disclosure Format (check one):
YES [ ]   NO [X]

<PAGE>

                                 XTREME WEBWORKS

                                   FORM 10-QSB

                                TABLE OF CONTENTS


Contents                                                       Page
-------------------------------------------------------------------

PART I - FINANCIAL INFORMATION ................................  1

Item 1.  Financial Statements .................................  1

 Independent Accountant's Report ..............................  2

 Financial Statements

       Balance Sheets .........................................  3

       Statements of Operations ...............................  4

       Statements of Stockholders' Equity .....................  5

       Statements of Cash Flows ...............................  6

       Notes to Financial Statements ..........................  7-10

Item 2.  Management's Discussion and Analysis ................. 11-14

PART II - OTHER INFORMATION ................................... 15

Item 6.  Exhibits and Reports on Form 8-K ..................... 15

SIGNATURES .................................................... 16

<PAGE>

                         PART I - FINANCIAL INFORMATION

Item 1.  Financial Statements.



                                 XTREME WEBWORKS

                                FINANCIAL REPORT


                                 MARCH 31, 2001
                                DECEMBER 31, 2000
                                DECEMBER 31, 1999
                                   (Unaudited)


                                    Contents



                                                              Page(s)
                                                              -------
 Independent Accountant's Report .............................   2

 Financial Statements

       Balance Sheets ........................................   3

       Statements of Operations ..............................   4

       Statements of Stockholders' Equity ....................   5

       Statements of Cash Flows ..............................   6

       Notes to Financial Statements .........................   7-10




                                      -1-
<PAGE>

                         Independent Accountant's Report
                         -------------------------------


         To the Board of Directors
         Xtreme Webworks
         Las Vegas, Nevada


         I have reviewed the accompanying balance sheet of Xtreme Webworks as of
         March 31, 2001 and the related statements of operations, stockholders'
         equity, and cash flows for the three month period then ended. These
         financial statements are the responsibility of the Company's
         management.

         I conducted my review in accordance with standards established by the
         American Institute of Certified Public Accountants. A review of interim
         financial information consists principally of applying analytical
         procedures to financial data and making inquiries of persons
         responsible for financial and accounting matters. It is substantially
         less in scope than an audit conducted in accordance with generally
         accepted auditing standards, the objective of which is the expression
         of an opinion regarding the financial statements taken as a whole.
         Accordingly, I do not express such an opinion.

         Based on my review, I am not aware of any material modifications that
         should be made to the accompanying financial statements for them to be
         in conformity with generally accepted accounting principles.


         /s/ KYLT L. TINGLE
         ------------------
             KYLE L. TINGLE
             CERTIFIED PUBLIC ACCOUNTANT


         May 14, 2001
         Henderson, Nevada



                                      -2-
<PAGE>

                                 XTREME WEBWORKS
                                 BALANCE SHEETS

<TABLE>
<CAPTION>

                                                                       March 31,         December 31,          December 31,
                                                                            2001                 2000                  1999
                                                              ------------------    -----------------     -----------------
                                                                 (unaudited)
          <S>                                                 <C>                   <C>                   <C>

                                                                    ASSETS

          CURRENT ASSETS
               Cash                                           $           12,379    $           5,484     $           1,678
               Accounts receivable, net of allowances for
                 doubtful accounts of $20,000, $0 and $0
                 (Note 3)                                                 25,831                4,325                     0
               Officer receivable (Note 1)                               114,234              115,338                94,193
               Notes receivable  (Note 1)                                 32,622               31,326                28,773
               Prepaid assets                                                  0                    0                     0
                                                              ------------------    -----------------     -----------------

                      Total current assets                    $          185,066    $         156,473     $         124,644

          PROPERTY AND EQUIPMENT, NET                         $           15,796    $          17,368     $           2,708
          NON-MARKETABLE SECURITIES                           $           49,100    $          49,100     $          72,330
                                                               -----------------    -----------------     -----------------

                                     Total assets             $          249,962    $         222,941     $         199,682
                                                              ==================    =================     =================

                                                     LIABILITIES AND STOCKHOLDERS' EQUITY

          CURRENT LIABILITIES
               Notes payable (Note 1)                         $           92,100    $          60,100     $               0
               Accounts payable                                           46,723               26,660                     0
               Unearned revenues (Note 1)                                 99,065               45,733                     0
               Accrued liabilities                                         1,666                9,046                     0
               Subscriptions collected in advance                              0                    0                31,000
                                                              ------------------    -----------------     -----------------

                      Total current liabilities               $          239,554    $         141,539     $          31,000

          STOCKHOLDERS' EQUITY (NOTE 2)
               Common stock: $.001 par value;
               authorized 50,000,000 shares;
               issued and outstanding
               1,170,526 shares at December 31, 1999;                                                     $           1,171
               3,790,066 shares at December 31, 2000;                               $           3,790
               3,797,066 shares at March 31, 2001             $            3,797
               Additional Paid In Capital                              1,086,079            1,079,086               333,264
               Accumulated deficit                                    (1,079,468)          (1,001,474)             (165,753)
                                                              -------------------   ------------------    ------------------

                      Total stockholders' equity              $           10,408    $          81,402     $         168,682
                                                              -------------------   -----------------     -----------------

                                     Total liabilities and
                                     stockholders' equity     $          249,962    $         222,941     $         199,682
                                                              ==================    =================     =================

</TABLE>


         See Accompanying Notes to Financial Statements.


                                      -3-
<PAGE>

                                 XTREME WEBWORKS
                            STATEMENTS OF OPERATIONS

<TABLE>
<CAPTION>

                                                                 For the three months ended               For the years ended
                                                                            March 31,                          December 31,
                                                                       2001             2000              2000             1999
                                                              ------------------------------     ------------------------------
                                                                       (unaudited)
       <S>                                                    <C>               <C>              <C>               <C>


       Revenues (Note 1)                                      $     126,968     $     39,265     $     336,744     $     30,824
       Cost of Revenues                                              85,939           31,528           228,421           61,865
                                                              -------------     ------------     -------------     ------------

                Gross profit (loss)                           $      41,029     $      7,737     $     108,323     $    (31,041)

       Operating, general and administrative expenses
          Payroll and related expenses                        $      67,638     $     37,124     $     210,130     $        500
          Director compensation                                           0                0           280,000                0
          Consulting                                                      0                0           228,855                0
          Other operating expenses                                   51,288           53,150           209,413           59,931
          Depreciation                                                1,572              154             2,946              615
                                                              -------------     ------------     -------------     ------------

              Operating, general and
                administrative expenses                       $     120,498     $     90,428     $     931,344     $     61,046
                                                              -------------     ------------     -------------     ------------

                    Operating (loss)                          $     (79,469)    $    (82,691)    $    (823,021)    $    (92,087)

       Non-operating income (expense)
          Interest income                                     $       2,859     $      2,399     $      10,947     $      9,442
          (Loss) on non-marketable securities                             0                0           (23,230)               0
          Interest expense                                           (1,384)               0              (417)               0
                                                              --------------    ------------     --------------    ------------


                    Net (loss) before income taxes            $     (77,994)   $     (80,292)    $    (835,721)    $    (82,645)

       Federal and state income taxes                         $           0     $          0     $           0     $          0
                                                              -------------     ------------     -------------     ------------

                Net (loss)                                    $     (77,994)    $    (80,292)    $    (835,721)    $    (82,645)
                                                              ==============    =============    ==============    =============


                Net (loss) per share                          $       (0.02)    $      (0.08)    $       (0.37)    $      (0.08)
                                                              =============     ============     =============     ============

                Average Number of Shares
                of Common Stock Outstanding                       3,796,366          981,498         2,255,476          981,498
                                                              =============     ============     =============     ============

</TABLE>


         See Accompanying Notes to Financial Statements.



                                      -4-
<PAGE>

                                 XTREME WEBWORKS

                  STATEMENT OF CHANGES IN STOCKHOLDERS' EQUITY

<TABLE>
<CAPTION>

                                                                                Common Stock and Capital
                                                                                 In Excess of Par Value
                                                                       -----------------------------------    Accumulated
                                                                              Shares        Amount             (Deficit)
                                                                       ----------------------------------------------------

          <S>                                                          <C>              <C>                   <C>


          Balance at December 31, 1998                                       888,951    $     253,986         $     (83,108)

          Various 1999 dates, issued for cash                                281,575    $      80,449

          Net (Loss), December 31, 1999                                                                             (82,645)
                                                                       -------------    -------------         --------------

          Balance at December 31, 1999                                     1,170,526    $     334,435         $    (165,753)

          January 1, 2000, issued from subscribed                            108,500    $      31,000

          January 1, 2000, issued for services                                62,125    $      17,750

          May 8, 2000, issued for cash                                       184,800    $      52,800

          May 8, 2000, issued for service                                    103,156    $      29,473

          August / September, issued for cash                                425,600    $     121,600

          September 6, 2000, issued for services                           1,947,610    $     556,460

          November 17, 2000, Rescission of stock                            (212,251)   $     (60,642)

          Net (loss), December 31, 2000                                                                            (835,721)
                                                                       -------------    -------------         --------------

          Balance at December 31, 2000                                     3,790,066    $   1,082,876         $  (1,001,474)

          January 9, 2001, issued for stock                                    7,000            7,000

          Net (loss), March 31, 2001                                                                                (77,994)
                                                                       -------------    -------------         --------------

                                                                           3,797,066    $   1,089,876         $  (1,079,468)
                                                                       =============     ============          =============


</TABLE>


         See Accompanying Notes to Financial Statements.


                                      -5-
<PAGE>

                                 XTREME WEBWORKS
                            STATEMENTS OF CASH FLOWS

<TABLE>
<CAPTION>

                                                                  For the three months ended            For the years ended
                                                                           March 31,                          December 31,
                                                                       2001             2000              2000             1999
                                                              ------------------------------     ------------------------------
                                                                          (unaudited)

<S>                                                           <C>               <C>              <C>               <C>

Cash Flows From Operating Activities
Reconciliation of net loss to net cash provided by
     (used in) operating activities

Net loss                                                      $     (77,994)    $     (80,292)   $    (835,721)    $     (82,645)
Adjustments to reconcile net (loss) to cash
     (used in) operating activities:
     Depreciation                                                     1,572               154            2,946               615
     Allowance for doubtful accounts                                      0                 0           20,000                 0
     Loss on write-off of non-marketable securities                       0                 0           23,230                 0
     Stock issued as compensation                                     7,000            17,751          543,041                 0
     Change in assets and liabilities
          (Increase) in accounts receivable                         (21,506)          (12,300)         (34,425)                0
           (Increase) decrease in officers
             and notes receivable                                    (2,851)           (2,399)         (10,899)           (9,442)
          (Increase) in prepaid assets                                    0            (1,500)               0                 0
          Increase in notes payable                                  32,000                 0           60,100                 0
          Increase in accounts payable                               20,063             4,708           26,660                 0
          Increase in accrued liabilities                            45,952             7,379           54,779                 0
                                                              -------------     -------------    -------------     -------------

       Net cash provided by (used in)
          operating activities                                $       4,236     $     (66,499)   $    (150,289)    $     (91,472)


Cash Flows From Investing Activities

       Net borrowings (payments to)
          related parties                                     $       2,659     $      17,400    $      (2,699)    $     (15,866)
       Purchase of equipment                                              0                            (17,606)           (2,930)
                                                              -------------     -------------    --------------    --------------

       Net cash provided by (used in)
          investing activities                                $       2,659     $      17,400    $     (20,305)    $     (18,796)

Cash Flows From Financing Activities

       Issuance of common stock                               $           0     $           0    $     174,400     $      80,450
       Proceeds from subscriptions in advance                             0            51,600                0            31,000
                                                              -------------     -------------    -------------     -------------

       Net cash provided by financing activities              $           0     $      51,600    $     174,400     $     111,450

       Net increase in cash                                   $       6,895     $       2,501    $       3,806     $       1,182
       Cash and cash equivalents
           at beginning of period                             $       5,484     $       1,678    $       1,678     $         496
                                                              -------------     -------------    -------------     -------------

       Cash and cash equivalents
          at end of period                                    $      12,379     $       4,179    $       5,484     $       1,678
                                                              =============     =============    =============     =============


</TABLE>


         See Accompanying Notes to Financial Statements



                                      -6-
<PAGE>

                                 XTREME WEBWORKS
                          NOTES TO FINANCIAL STATEMENTS
                   March 31, 2001, December 31, 2000 and 1999

Note 1.  Nature of Business and Significant Accounting Policies

         Nature of business
         ------------------
         Xtreme Webworks ("Company") was organized August 14, 1994 under the
         laws of the State of Nevada, under the name Shogun Advertising, Inc.
         The Company offers services to Internet companies, assisting in higher
         recognition placement with search engines. It also designs and hosts
         Internet websites, and designs and publishes online and printed
         newsletters. On May 10, 1998, the Company changed it name to Xtreme
         Webworks.

         A summary of the Company's significant accounting policies is as
         follows:
         ----------------------------------------------------------------

         Estimates
         ---------
         The preparation of financial statements in conformity with generally
         accepted accounting principles requires management to make estimates
         and assumptions that affect the reported amounts of assets and
         liabilities and disclosure of contingent assets and liabilities at the
         date of the financial statements and the reported amounts of revenues
         and expenses during the reporting period. Actual results could differ
         from those estimates.

         Cash
         ----
         For the Statements of Cash Flows, all highly liquid investments with
         maturity of three months of less are considered to be cash equivalents.
         There were no cash equivalents as of March 31, 2001, December 31, 2000
         and 1999.

         Income taxes
         ------------
         Deferred taxes are provided on a liability method whereby deferred tax
         assets are recognized for deductible temporary differences and
         operating loss and tax credit carryforwards and deferred tax
         liabilities are recognized for taxable temporary differences. Temporary
         differences are the differences between the reported amounts of assets
         and liabilities and their tax basis. Deferred tax assets are reduced by
         a valuation allowance when, in the opinion of management, it is more
         likely than not that some portion or all of the deferred tax assets
         will not be realized. Deferred tax assets and liabilities are adjusted
         for the effect of changes in tax laws and rates on the date of
         enactment.

         Due to the inherent uncertainty in forecasts of future events and
         operating results, the Company has provided for a valuation allowance
         in an amount equal to gross deferred tax assets resulting in no net
         deferred tax assets at December 31, 2000, 1999, and 1998.

         Property and Equipment
         ----------------------
         Property and Equipment is stated at cost.  Depreciation is recorded
         using the straight line method over the following useful life of the
         assets:

                  Furniture and equipment               7 years
                  Computer equipment and peripherals    3 years



                                      -7-
<PAGE>

                                 XTREME WEBWORKS
                          NOTES TO FINANCIAL STATEMENTS
                   March 31, 2001, December 31, 2000 and 1999


Note 1.  Nature of Business and Significant Accounting Policies (continued)

         Officer and Notes Receivable
         ----------------------------
         Officer receivables represent advances to directors or officers of the
         Company. Compensation to the officers are expensed as services are
         performed. The receivables bear an interest rate of 10% per annum.

         Notes receivable represents the net loans to companies controlled or
         owned by directors or officers of the Company. The notes are unsecured
         and due on demand by the Company. The notes bear an interest rate of
         10% per annum.

         Non-Marketable Securities
         -------------------------
         The Company holds stock interest in non-marketable securities,
         primarily in non-public companies controlled or owned by directors or
         officers of the Company accounted for by the cost method. The method of
         accounting is evaluated on a periodic basis for appropriateness based
         on the existing conditions and the Company's ability to exercises
         control. The Company does not exert significant influence over any of
         the investments. The Company has no investments that are accounted for
         by the equity method

         Notes Payable
         -------------
         Notes payable are advances from shareholders or loans from companies
         controlled or owned by directors or officers of the Company. The notes
         are unsecured and due on demand by the note holder. The notes bear an
         interest rate of 10% per annum.

         Revenue Recognition
         -------------------
         The Company main business is assisting internet sites improve placement
         on search engines. These contracts range from one to six months in
         duration. Revenues are recorded as services are provided. Unearned
         revenues are recorded as a liability for the portion of the contract
         outstanding at the end of the period. The Company also hosts web sites
         or places advertising on the internet for clients. These services
         require the payment of monthly or quarterly fees by the customers.
         Revenues are recognized on a monthly basis, as the fees become due or
         non-refundable to the client. Revenue for web site design and
         newsletter publishing are recognized as services are performed and
         accepted by the client and collection of the resulting receivable is
         reasonably assured.

         Software Development Costs
         --------------------------
         Development of customized websites are primarily marketed for use by
         clients. The Company expenses these costs as costs of revenues in the
         period incurred in accordance with Statement of Financial Accounting
         Standard (SFAS) No. 86, "Accounting for the Costs of Computer Software
         to be Sold, Leased, or Otherwise Marketed."




                                      -8-
<PAGE>

                                 XTREME WEBWORKS
                          NOTES TO FINANCIAL STATEMENTS
                   March 31, 2001, December 31, 2000 and 1999


Note 1.  Nature of Business and Significant Accounting Policies (continued)

         In March 1998, the American Institute of Certified Public Accountants
         (AICPA) issued Statement of Position 98-1, "Accounting for the Costs of
         Computer Software Developed or Obtained for Internal Use" ("SOP 98-1").
         SOP 98-1 provides guidance on accounting for the costs of computer
         software developed or obtained for internal use. This pronouncement
         identifies the characteristics of internal use software and provides
         guidance on new cost recognition principles. The Company developed or
         purchased software internet tools. Purchased software was modified and
         implemented with a minimal "application development stage." These costs
         were expensed as incurred. Other internet tools were developed while
         the Company pursued other lines of business. The development time
         between the "preliminary project stage," (strategic decision making,
         allocating resources, etc.) and implementation was not tracked but
         management regarded the time as minimal, less than $1,000 in salary
         paid. The Company expensed these costs as incurred, as they were
         indeterminable and deemed immaterial.

         Reclassifications
         -----------------
         Certain amounts in the 1999 and 2000 financial statements have been
         reclassified to be consistent with the presentation used in 2001.

Note 2.  Stockholders' Equity

         Common stock
         ------------
         The authorized common stock of the Company consists of 50,000,000
         shares with par value of $0.001. The company had stock issued and
         outstanding on March 31, 2001, 3,797,066 shares; December 31, 2000,
         3,790,066 shares; and December 31, 1999, 1,170,526 shares. The Company
         has not authorized any preferred stock

         On September 6, 2000, the Company's shareholders approved a forward
         split of its common stock at three and one-half shares for one share of
         the existing shares. The number of common stock shares outstanding
         increased from 1,143,519 to 4,002,317. Prior period information has
         been restated to reflect the stock split

         On May 8, 2000, the Company issued 37,251 shares for services rendered.
         On November 17, 2000, the Company rescinded the shares after
         determining the services were not completed properly by the former
         employee.

         On September 6, the Board of Directors of the Company approved issuance
         of shares to certain board members and Shogun Investment Group, Ltd, a
         company related through common ownership and management, for work
         performed for the Company. A total of 556,460 (split adjusted
         1,947,610) shares were issued. The shares are valued at one dollar
         ($1.00) per share, the sales price of shares to third parties on
         September 5, 2000. Director compensation and consulting fees to
         non-directors for the period ended December 31, 2000 totaled $280,000,
         and $226,460, respectively.

         On September 6, 2000, the Company issued 175,000 shares to an officer
         of the Company as part of her employment contract. The contract was
         mutually terminated in November and the shares were returned to the
         Company on November 17, 2000.



                                      -9-
<PAGE>

                                 XTREME WEBWORKS
                          Notes to financial statements
                   March 31, 2001, December 31, 2000 and 1999

Note 2.  Stockholders' Equity (continued)

         Net loss per common share
         -------------------------
         Net loss per share is calculated in accordance with SFAS No. 128,
         "Earnings Per Share." The weighted-average number of common shares
         outstanding during each period is used to compute basic loss per share.
         Diluted loss per share is computed using the weighted averaged number
         of shares and dilutive potential common shares outstanding. Dilutive
         potential common shares are additional common shares assumed to be
         exercised.

         Basic net loss per common share is based on the weighted average number
         of shares of common stock outstanding. Weighted average number of
         shares outstanding for the three months ended March 31, 2001 and 2000
         were 3,796,366 and 981,498 respectively; for the years ended December
         31, 2000 and 1999 were 2,255,476 and 981,498 respectively. As of March
         31, 2001, December 31, 2000 and 1999, the Company had no dilutive
         potential common shares.

Note 3.  Related Party Transactions

         During the year ended December 31, 2000, the Company published an
         online magazine for World Stock Watch ("WSW"), a related party, and
         began design work on an internet web site for WSW. A 50% owner of the
         WSW0 directly owns 3.3% of the Company and controls an entity that owns
         18.5% of the Company. Related party revenues and expenses recorded for
         the year ending December 31, 2000 were $100,180 and $77,662,
         respectively. Accounts receivable from related parties included in
         trade receivables is $20,000 at December 31, 2000. This receivable has
         been allowed for as the related party has suspended operations until
         market conditions improve.

Note 4.  Going Concern

         The Company's financial statements are prepared in accordance with
         generally accepted accounting principles applicable to a going concern.
         This contemplates the realization of assets and the liquidation of
         liabilities in the normal course of business. Currently, the Company
         does not have significant cash or other material assets, nor does it
         have operations or a source of revenue sufficient to cover its
         operation costs and allow it to continue as a going concern. It is the
         intent of the Company to seek additional investment through stock sales
         or a private placement to expand operations. Until that time, the
         stockholders, officers, and directors have committed to advancing the
         operating costs of the company.

Note 5.  Restatement

         Common stock, additional paid in capital, and retained earnings as of
         December 31, 1998 were restated for issuance of common stock for
         services provided in prior periods. These issuances were erroneously
         not recorded in the financial statements.

Note 6.  Subsequent Event

         In April 2001, the Company began sales under a Private Placement
         Memorandum (PPM) dated January 15, 2001. The PPM proposes to raise
         $1,000,000 through the sale of 500,000 shares of stock. The offering is
         pursuant to Rule 506 of Regulation D of the Securities Act of 1933.
         Through May 14, 2001, the Company had sold 12,500 shares of stock for
         $25,000.



                                      -10-
<PAGE>

Item 2. Management's Discussion and Analysis of Financial Condition
        and Results of Operations.

GENERAL OVERVIEW

        Xtreme Webworks (the "Company") is a growing  Internet  business
promotion company, providing website and web page promotion for its clients.

The Promotion Program

        Xtreme Webworks has developed proprietary  software,  and uses
various commercial software,  to stimulate Internet traffic to
its clients' websites.

        Xtreme Webworks  provides website promotion for its clients by
providing the following services:

        o Creates 280 HTML attraction pages for each client's website.
        o Selects 20 keywords  and  supplies  an  attraction  page for each
          keyword  for each  major Internet search engine. (An attraction page
          is the individual page that attracts a search engine to one keyword.)
        o Supplies an "Enter" button on each attraction page.
        o Submits  doorway pages to 14 major Internet search engines on a daily
          basis.
        o Submits each  client's  "site" to 1,000+ other minor  Internet  search
          engines on a weekly basis.
        o Manually submits to live directories:  Yahoo, NBCI, and DMOZ.
        o Arranges,  updates and maintains hyperlinks to each client's website
          from 1000+ link  locations  around the world.
        o Posts each client's link to and from "Our Friends Page"
          (Link Exchange Program).
        o Posts a block ad on hundreds of  advertising  sites on the  Internet.
        o Changes  and updates  each  client's attraction  pages  regularly.
        o Optional  service:  Submits to foreign Internet search engines at the
          client's request.

Platinum Package:

        o Xtreme  Webworks  creates a Domain  Name that is related  to your site
          and/or products.
        o This URL will be placed on Xtreme Webworks' server where the dynamic
          pages are being created to serve the purpose of delivering these pages
          to the search engines.
        o All traffic that is generated from this URL will be re-directed to
          your Domain instantaneously and is not viewed by the searcher.
        o Each URL is based on 10 keywords/phrases that are viewable in 10
          options.
        o 10 templates x 10 keywords/phrases x 14 major search engines =
          1,400 dynamically generated pages.
        o The dynamic pages are attractive to the search engines because these
          pages are constantly  re-created  with fresh content with each visit
          from the search engine.
        o In  addition,  we will  generate  280  Static  Attraction  Pages
          based  on 20 keywords/phrases,  which are on your server.
        o We submit all of the static pages daily to the 14+ major  search
          engines  and  daily to  200-900+  minor  search engines.
        o The  submission  of these pages to the link sites on a daily  basis,
          increasing the stature of your site.
        o Manual submissions to directories like NBCi, Yahoo, Dmoz are performed
          and/or updated for your domain.
        o To increase  exposure for your product or services, we will post a
          classified advertisement  to  numerous  sites.
        o The  success  of  your  campaign  will be monitored closely and posted
          on the Web.

Gold Package:

        o Xtreme  Webworks  will  create 280  Customized  Attraction  Pages
          based on 20 keywords/phrases,  which are on your server.
        o We submit all of the pages daily to the 14+ major search engines and
          daily to 200- 900+ minor search  engines.
        o Xtreme  will submit  your site and the  attraction  pages daily to
          link sites to increase the stature of your site
        o Manual submissions to directories like NBCi, Yahoo, Dmoz are performed
          and/or updated for your Domain.
        o To increase exposure for your  product  or  services,  we will  post a
          classified  advertisement  to numerous  sites.
        o The success of your campaign  will be monitored  closely and posted
          on the Web.


                                      -11-
<PAGE>

NEW PRODUCTS

        During the first quarter of 2001,  Xtreme  Webworks  introduced a new
series of promotion products in order to better serve its clients' needs. These
new products include:

International services:

Gold Package International (English Pages):

o  Xtreme Webworks will create 280 Customized Attraction Pages, which reside on
   your server.
o  The submission of these attraction pages is performed on a daily
   base to the 200+ foreign search engines.
o  Xtreme will submit your site daily to link sites all over the world in the
   language that you choose.
o  A translated text with information about your product or service will be
   posted to foreign classified ads.
o  The success of your campaign will be monitored constantly and posted on the
   Web.

Gold Package International:

o  Xtreme Webworks will create 280 Customized Attraction Pages in foreign
   languages to include German, Spanish, French or Italian.
o  The submission of these attraction pages is performed on a daily base to
   200+ foreign engines.

Single Product Line:

o  Creation of 280 Attraction Pages
o  Creation of 140 Attraction Pages
o  Submit Attraction Pages to 14+ major search engines
o  Submit Domain daily to 14+ major search engines w/ Meta Tag Optimization
o  Submit Domain daily to 200-900 + minor search engines
o  Submit Domain to 8000+ link sites
o  Manual submission to open directories (Yahoo, NBCI, Dmoz)
o  Post classified ads.




                                      -12-
<PAGE>

RESULTS OF OPERATIONS

THREE MONTHS ENDED MARCH 31, 2001 COMPARED TO THREE MONTHS ENDED MARCH 31, 2000.

         REVENUES.  For the three months ended March 31, 2001, revenues were
approximately $127,000,  an increase of approximately $87,700 or 223%, versus
revenues of approximately $39,300 for the three months ended March 31, 2000.
The increase in revenues for the 2001 period was due primarily to:
1) changes in the types of products offered by the Company from newsletter
publishing to website and web page promotion for clients, 2) an increase in the
types of promotion packages offered by the Company resulting in increased
tailorization to each client's needs, 3) expansion of the Company's sales,
marketing, promotions, research and development, and customer service
departments, resulting in increased product cost, and 4) increase in number
of clients.

         COST OF REVENUES.  Cost of revenues for the three months ended
March 31, 2001 increased by approximately $54,400, or 139%, from the three
months ended March 31, 2000 due primarily to the hiring of additional employees
and increase in payroll for the promotions and sales staff to enhance new
products offered by the Company.

         GROSS  PROFITS.  Gross profits for the three months ended March 31,
2001 equaled approximately $41,000 versus approximately $7,700 for the three
months ended March 31, 2000.  This was due primarily to an increase in revenues
due to expansion of the Company's products.

         OPERATING, GENERAL AND ADMINISTRATIVE EXPENSES.  Operating, general and
administrative expenses increased to approximately $120,500, an increase of
$30,100 or 33% for the three months ended March 31, 2001 as compared  to
approximately $90,400 for the three months ended March 31, 2000.  This increase
in operating expenses for the three months ended March 31, 2001 occurred
primarily due to:  1) an increase in payroll expenses due to the hiring of
additional employees for the creation and/or expansion of departments within the
Company, including sales, marketing, promotion, and customer service
departments, and 2) an increase in production equipment and software expenses to
accommodate additional clients.

         NET PROFIT (LOSS).  Net loss for the three months ended March 31, 2001
decreased by approximately $3,200 from the comparable period in the prior
year as a result of increased revenues in the first quarter of 2001, due
primarily to expansion of the Company's products and services.


                                      -13-
<PAGE>

LIQUIDITY AND CAPITAL RESOURCES

           OVERVIEW.  The Company had a positive cash flow from operating
activities for the three months ended March 31, 2001 of approximately $4,200
compared to a loss from operating activities of approximately $66,500 for the
three months ended March 31, 2000.  During the first quarter of 2001, increases
in notes payable, accounts payable, and accrued liabilities were offset by
increases in accounts receivable and decreases in the amount of stock issued as
compensation.

         Management  believes  that the Company will be able to meet its current
and future obligations  primarily with internal revenues generated from sales of
the  Company's  various  services and products.  Sales have increased
significantly during the year of 2001 compared to prior periods.  In addition,
the Company may raise additional capital through the sale of stocks on the
Over-the-Counter-Bulletin-Board, and/or other sources of external liquidity,
such as procurements of loans from related parties in order to continue
expansion.

         In addition, the Company begun a private placement offering pursuant to
Rule 506 of Regulation D of the Securities Act on January 15, 2001.  As of
March 31, 2001, the Company has not raised additional funds through this private
placement.

         The Company has no material commitments for capital expenditures other
than expenditures it chooses to make on an as-needed basis.

           ASSETS AND  LIABILITIES.  As of March 31, 2001, the Company had
assets of approximately $250,000, compared to approximately $222,900 as of
March 31, 2000.  This was due primarily to an increase of approximately $6,900
in cash, and an increase of approximately $21,500 in accounts receivable.
The Company's current liabilities increased from approximately $141,500 as of
March 31, 200 to approximately $239,600 as of March 31, 2001.  This was due
primarily to an increase in notes payable and accounts payable, and unearned
revenues, due to promotions contracts ranging from one to six months to provide
increased Internet search engine placements.

STATEMENT ON FORWARD-LOOKING INFORMATION

         Certain information included herein contains statements that may be
considered forward-looking, such as statements relating to anticipated
performance and financing  sources.  Any  forward-looking  statement made by the
Company necessarily is based upon a number of estimates and assumptions that,
while considered reasonable by the Company, is inherently subject to significant
business, economic and competitive uncertainties and contingencies, many of
which are beyond the control of the Company, and are subject to change.  Actual
results of the Company's operations may vary materially from any forward-looking
statement made by or on behalf of the Company. Forward-looking statements should
not be regarded as a representation  by the Company or any other person that the
forward-looking statements will be achieved. Undue reliance should not be placed
on any forward-looking  statements.  Some of the contingencies and uncertainties
to which any forward-looking  statement contained herein is subject include, but
are not limited  to, those relating to dependence on existing management,
Internet regulation, leverage and debt service, domestic or global  economic
conditions and changes in federal or state tax laws or the administration of
such laws.



                                      -14-
<PAGE>

                          PART II - OTHER INFORMATION

Item 6.  Exhibits and Reports on Form 8-K.

(a)      Exhibits

Exhibit
No.            Description
-----       -------------------------------------------------

3.1         Articles of Incorporation
              of Xtreme Webworks,
              fka Shogun Advertising, Inc.
              (Incorporated by reference from Exhibit 3.1
               of Form 10SB12G/A filed November 7, 2000).

3.2         Bylaws
              of Xtreme Webworks,
              fka Shogun Advertising, Inc.
              (Incorporated by reference from Exhibit 3.2
               of Form 10SB12G/A filed November 7, 2000).

            Material Contracts

10.1          New Service Agreement
                (Incorporated by reference from Exhibit 10.1
                 of Form 10KSB filed April 3, 2001).

10.2          Lease Agreement (with attached exhibits).
                (Incorporated by reference from Exhibit 10.2
                 of Form 10SB12G/A filed November 7, 2000).

(b)      Reports on Form 8-K

         The Company filed no reports on Form 8-K during the first quarter
         of 2001.




                                      -15-
<PAGE>

                             SIGNATURES

         In accordance with the requirements of the Securities Exchange Act of
1934, the Registrant has duly caused this report to be signed on its behalf by
the undersigned thereunto duly authorized.


                                 XTREME WEBWORKS
                                 ---------------
                              (Name of Registrant)



Date:  May 15, 2001                        By:  /s/ Shaun Hadley
                                              -------------------------
                                                    SHAUN HADLEY
                                                    PRESIDENT


Date:  May 15, 2001                        By:  /s/ Paul Hadley
                                              -------------------------
                                                    PAUL HADLEY
                                                    SECRETARY




                                      -16-
<PAGE>